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AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated
as of January 4, 2001 is between DONNKENNY, INC., a Delaware corporation (the
"Company"), and MELLON INVESTOR SERVICES LLC (formerly known as ChaseMellon
Shareholder Services, L.L.C.), a New Jersey limited liability company, as rights
agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement dated as of April 2, 1998 (the "Rights Agreement"); and
WHEREAS, Section 26 of the Rights Agreement permits the
amendment of the Rights Agreement by the Board of Directors of the Company; and
WHEREAS, pursuant to a resolution duly adopted on December 27,
2000, the Board of Directors of the Company has adopted and authorized the
amendment of the Rights Agreement to amend the definition of "Exempt Person";
and
WHEREAS, the Board of Directors of the Company has resolved
and determined that such amendment is desirable and consistent with, and for the
purpose of fulfilling, the objectives of the Board of Directors in connection
with the original adoption of the Rights Agreement.
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
1. AMENDMENT OF SECTION 1.
Section 1(k) of the Rights Agreement is hereby amended in its
entirety to read as follows:
(k) "Exempt Person" shall mean:
(i) the Company,
(ii) any Subsidiary of the Company,
(iii) any employee benefit plan or employee stock
plan of the Company or any Subsidiary of the Company, or any
trust or other entity organized, appointed, established or
holding Common Stock for or pursuant to the terms of any such
plan,
(iv) any Person who, as of April 2, 1998, together
with all Affiliates and Associates of such Person, was the
Beneficial Owner of 15% or more of the Voting Stock of the
Company outstanding as of such
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date; provided, however, that any Person described in this
clause (iv) shall no longer be an Exempt Person and shall
become an Acquiring Person if (A) such Person, together with
all Affiliates and Associates of such Person, after April 2,
1998, acquires Beneficial Ownership of an additional 1% or
more of the Voting Stock or (B) such Person, together with all
Affiliates and Associates of such Person, after April 2, 1998,
reduces its Beneficial Ownership of the Voting Stock to less
than 15% of the outstanding Voting Stock and thereafter
acquires Beneficial Ownership of 15% or more of the
outstanding Voting Stock, unless in the case of clause (A) or
(B) such acquisition of Voting Stock was pursuant to (x) any
action or transaction or series of related actions or
transactions approved by the Board of Directors before such
acquisition or (y) a reduction in the number of issued and
outstanding shares of Voting Stock of the Company pursuant to
a transaction or a series of related transactions approved by
the Board of Directors of the Company provided, further, that
in the event such Person described in clause (A) or (B) above
does not become an Acquiring Person by reason of the foregoing
subclauses (x) or (y), such Person nonetheless shall become an
Acquiring Person in the event such Person thereafter acquires
Beneficial Ownership of an additional 1% of the Voting Stock
of the Company, unless the acquisition of such additional
Voting Stock would not result in such Person becoming an
Acquiring Person by reason of such subclauses (x) or (y); and
(v) Daniel H. Levy and Harry A. Katz (together with
all their Affiliates and Associates, collectively, the
"Levy/Katz Group"); provided, however, that the Levy/Katz
Group shall no longer be an Exempt Person and shall become an
Acquiring Person if (A) the Levy/Katz Group, after January 31,
2001 acquires Beneficial Ownership of an additional 1% or more
of the Voting Stock or (B) the Levy/Katz Group, after January
31, 2001, reduces its Beneficial Ownership of the Voting Stock
to less than 15% of the outstanding Voting Stock and
thereafter acquires Beneficial Ownership of 15% or more of the
outstanding Voting Stock, unless in the case of clause (A) or
(B) such acquisition of Voting Stock was pursuant to (x) any
action or transaction or series of related actions or
transactions approved by the Board of Directors before such
acquisition or (y) a reduction in the number of issued and
outstanding shares of Voting Stock of the Company pursuant to
a transaction or a series of related transactions approved by
the Board of Directors of the Company provided, further, that
in the event the Levy/Katz Group does not become an Acquiring
Person by reason of the foregoing subclauses (x) or (y), the
Levy/Katz Group nonetheless shall become an Acquiring Person
in the event the Levy/Katz Group thereafter acquires
Beneficial Ownership of an additional 1% of the Voting Stock
of the Company, unless the acquisition of such additional
Voting Stock would not result in the Levy/Katz Group becoming
an Acquiring Person by reason of such subclauses (x) or (y).
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2. EFFECTIVENESS.
This Amendment to the Rights Agreement shall be effective as
of the date of this Amendment, and all references to the Rights Agreement shall,
from and after such time, be deemed to be references to the Rights Agreement as
amended hereby.
3. CERTIFICATION.
The undersigned officer of the Company certifies by execution
hereof that this Amendment is in compliance with the terms of Section 26 of the
Rights Agreement.
4. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid,
illegal, or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
DONNKENNY, INC.
By: /s/ Daniel H Levy
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Name: Daniel H. Levy
Title: Chief Executive Officer
MELLON INVESTOR SERVICES LLC
By: /s/ Thomas Watt
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Name: Tom Watt
Title: Vice President
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